Form 4: Enviri Corp Finalizes Veolia Merger and Spin-Off

President & COO Russell C. Hochman disposes of his equity stake as Enviri Corp completes a multi-step merger with Veolia and a spin-off of its environmental and rail segments.

Summary

• Enviri Corp (NVRI) has completed its merger with Veolia Environnement S.A. and a concurrent corporate reorganization.
• The transaction involved a holding company merger into CLEH, Inc., followed by a spin-off of 'New Enviri,' which now holds the Harsco Environmental and Rail segments.
• Stockholders received $15.00 in cash per share for the Clean Earth segment and one share of New Enviri common stock for every three shares of the original company held.
• President & COO Russell Hochman disposed of 272,654 shares of common stock as part of the merger and reorganization.
• A total of 49,742 performance share units (PSUs) were cash-settled at a price of $21.22 per unit on May 28, 2026.
• Existing stock appreciation rights (SARs) were cancelled and will be replaced with new rights in the spun-off entity.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive milestone that delivers both immediate cash liquidity and continued equity participation in the remaining business segments for shareholders.

Positives

• Shareholders received a definitive cash payout of $15.00 per share.
• Investors retain equity exposure to the Harsco Environmental and Rail segments through a 1-for-3 share distribution in New Enviri.
• Successful execution of a complex strategic divestiture and reorganization plan.
• Management's performance-based awards vested and were settled, aligning with the completion of the transaction.

Negatives

• The reporting person no longer holds direct equity in the original issuer following the merger.
• The cash consideration of $15.00 per share is lower than the $21.22 settlement price of the PSUs, though the former does not account for the value of the spin-off shares.

Risks

• Market volatility and liquidity risks associated with the newly distributed New Enviri common stock.
• Potential integration challenges for the Clean Earth segment as it moves under Veolia's ownership.
• Uncertainty regarding the valuation of the replacement stock appreciation rights in the new entity.

Future Outlook

The company has transitioned into two distinct paths: the Clean Earth segment is now an indirect wholly owned subsidiary of Veolia, while the Harsco Environmental and Rail segments will operate as a standalone entity under New Enviri.

Management Comments

• Russell C. Hochman reported the disposal of all shares in connection with the multi-step transaction involving CLEH, Inc. and Veolia.
• Management confirmed that cancelled stock appreciation rights will be replaced with new awards in New Enviri to maintain intrinsic value for holders.

Industry Context

StockSavvy.ai notes that this transaction follows a broader industrial trend of 'pure-play' separations, where companies divest high-growth or distinct segments like waste management (Clean Earth) to unlock value while spinning off legacy industrial services.

Comparison to Industry Standards

• The 1-for-3 spin-off ratio is a standard mechanism for industrial carve-outs, similar to recent restructurings seen in the diversified industrials sector.
• The $15.00 cash component provides immediate liquidity, a common feature in 'Spin-Merge' transactions where a portion of the company is sold to a strategic buyer like Veolia.

Management Changes

Corporate Governance

Legal Proceedings

• The transactions were governed by the Agreement and Plan of Merger and the Separation Agreement dated November 20, 2025.

Related Party Transactions

• None disclosed in this filing.

Stakeholder Impact

• Shareholders receive $15.00 cash per share and new equity in the spun-off entity.
• Management and employees holding SARs will receive replacement awards in the new company.
• Customers of the Clean Earth segment will now be served under Veolia's ownership.

Next Steps

• Granting of replacement stock appreciation rights in New Enviri common stock.
• Commencement of standalone operations and potential public trading for New Enviri.
• Final integration of the Clean Earth segment into Veolia's global operations.

Key Dates

Recommendation

The merger and spin-off are now effective. Investors should hold their new positions in the spun-off entity to assess its standalone performance while the cash portion of the transaction has already been realized.

Keywords

Enviri Corp, NVRI, Veolia Environnement, Merger, Spin-off, Clean Earth, Harsco Environmental, Rail, Corporate Reorganization, Russell Hochman